UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x
Quarterly
Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For
the
quarterly period ended March 31, 2007
OR
o
Transition
Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Commission
File Number 001-09279
ONE
LIBERTY PROPERTIES, INC.
(Exact
name of registrant as specified in its charter)
MARYLAND
|
13-3147497
|
(State
or other jurisdiction of
|
(I.R.S.
employer
|
incorporation
or organization)
|
identification
number)
|
|
11021
|
(Address
of principal executive offices)
|
(Zip
code)
|
(516)
466-3100
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
x
Noo
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
Accelerated Filer o
Accelerated Filer x
Non-Accelerated
Filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
As
of May
7, 2007, the registrant had 10,055,881 shares of common stock
outstanding.
Part
I -
FINANCIAL INFORMATION
Item
1
Financial
Statements
ONE
LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Amounts
in Thousands, Except Per Share Data)
|
|
March
31,
|
|
December
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
(Unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
Real
estate investments, at cost
|
|
|
|
|
|
Land
|
|
$
|
72,428
|
|
$
|
72,431
|
|
Buildings
and improvements
|
|
|
307,427
|
|
|
307,679
|
|
|
|
|
379,855
|
|
|
380,110
|
|
Less
accumulated depreciation
|
|
|
30,284
|
|
|
28,269
|
|
|
|
|
349,571
|
|
|
351,841
|
|
|
|
|
|
|
|
|
|
Investment
in unconsolidated joint ventures
|
|
|
7,497
|
|
|
7,014
|
|
Cash
and cash equivalents
|
|
|
32,692
|
|
|
34,013
|
|
Restricted
cash
|
|
|
7,500
|
|
|
7,409
|
|
Unbilled
rent receivable
|
|
|
8,838
|
|
|
8,218
|
|
Escrow,
deposits and other receivables
|
|
|
2,086
|
|
|
2,251
|
|
Investment
in BRT Realty Trust at market (related party)
|
|
|
907
|
|
|
831
|
|
Deferred
financing costs
|
|
|
3,586
|
|
|
3,062
|
|
Other
assets (including available-for-sale securities at market of $1,731
and
$1,372)
|
|
|
2,628
|
|
|
2,145
|
|
Unamortized
intangible lease assets
|
|
|
5,288
|
|
|
5,253
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
420,593
|
|
$
|
422,037
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders’ Equity
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Mortgages
and loan payable
|
|
$
|
226,753
|
|
$
|
227,923
|
|
Dividends
payable
|
|
|
3,612
|
|
|
3,587
|
|
Accrued
expenses and other liabilities
|
|
|
4,218
|
|
|
4,391
|
|
Unamortized
intangible lease liabilities
|
|
|
5,793
|
|
|
6,011
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
240,376
|
|
|
241,912
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
Preferred
stock, $1 par value; 12,500 shares authorized; none issued
|
|
|
-
|
|
|
-
|
|
Common
stock, $1 par value; 25,000 shares authorized; 9,843 and 9,823 shares
issued and outstanding
|
|
|
9,843
|
|
|
9,823
|
|
Paid-in
capital
|
|
|
135,436
|
|
|
134,826
|
|
Accumulated
other comprehensive income - net unrealized gain on available-for-sale
securities
|
|
|
863
|
|
|
935
|
|
Accumulated
undistributed net income
|
|
|
34,075
|
|
|
34,541
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ equity
|
|
|
180,217
|
|
|
180,125
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
420,593
|
|
$
|
422,037
|
|
See
accompanying notes to consolidated financial statements.
ONE
LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
(Amounts
in Thousands, Except Per Share Data)
(Unaudited)
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
Revenues:
|
|
|
|
|
|
Rental
income
|
|
$
|
9,593
|
|
$
|
7,281
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
2,087
|
|
|
1,496
|
|
General
and administrative (including $574
|
|
|
|
|
|
|
|
and
$331, respectively, to related parties)
|
|
|
1,696
|
|
|
1,103
|
|
Federal
excise tax
|
|
|
36
|
|
|
-
|
|
Real
estate expenses
|
|
|
71
|
|
|
58
|
|
Leasehold
rent
|
|
|
77
|
|
|
77
|
|
Total
operating expenses
|
|
|
3,967
|
|
|
2,734
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
5,626
|
|
|
4,547
|
|
|
|
|
|
|
|
|
|
Other
income and expenses:
|
|
|
|
|
|
|
|
Equity
in earnings of unconsolidated
|
|
|
|
|
|
|
|
joint
ventures
|
|
|
144
|
|
|
774
|
|
Gain
on disposition of real estate of
|
|
|
|
|
|
|
|
unconsolidated
joint venture
|
|
|
583
|
|
|
-
|
|
Interest
and other income
|
|
|
584
|
|
|
216
|
|
Interest:
|
|
|
|
|
|
|
|
Expense
|
|
|
(3,735
|
)
|
|
(2,693
|
)
|
Amortization
of deferred financing costs
|
|
|
(161
|
)
|
|
(139
|
)
|
Gain
on sale of option to purchase property
|
|
|
-
|
|
|
227
|
|
|
|
|
|
|
|
|
|
Income
from continuing operations
|
|
|
3,041
|
|
|
2,932
|
|
|
|
|
|
|
|
|
|
Income
from discontinued operations
|
|
|
105
|
|
|
138
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
3,146
|
|
$
|
3,070
|
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
common
shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
10,001
|
|
|
9,894
|
|
Diluted
|
|
|
10,001
|
|
|
9,897
|
|
|
|
|
|
|
|
|
|
Net
income per common share - basic and diluted:
|
|
|
|
|
|
|
|
Income
from continuing operations
|
|
$
|
.30
|
|
$
|
.30
|
|
Income
from discontinued operations
|
|
|
.01
|
|
|
.01
|
|
Net
income per common share
|
|
$
|
.31
|
|
$
|
.31
|
|
|
|
|
|
|
|
|
|
Cash
distributions per share of common stock
|
|
$
|
.36
|
|
$
|
.33
|
|
See
accompanying notes to consolidated financial
statements.
|
ONE
LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
For
the
three month period ended March 31, 2007 (Unaudited)
and
the
year ended December 31, 2006
(Amounts
in Thousands)
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Accumulated
Other Comprehensive Income
|
|
Unearned
Compen- sation
|
|
Accumulated
Undistributed Net Income
|
|
Total
|
|
Balances,
January 1, 2006
|
|
$
|
9,770
|
|
$
|
134,645
|
|
$
|
818
|
|
$
|
(1,250
|
)
|
$
|
11,536
|
|
$
|
155,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
upon the adoption of FASB No. 123 (R)
|
|
|
-
|
|
|
(1,250
|
)
|
|
- |
|
|
1,250
|
|
|
-
|
|
|
-
|
|
Distributions
- common stock
|
|
|
-
|
|
|
-
|
|
|
- |
|
|
-
|
|
|
(13,420
|
)
|
|
(13,420
|
)
|
Exercise
of options
|
|
|
9
|
|
|
101
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
110
|
|
Shares
issued through dividend reinvestment plan
|
|
|
44
|
|
|
815
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
859
|
|
Issuance
of restricted stock
|
|
|
-
|
|
|
-
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
-
|
|
Compensation
expense - restricted stock
|
|
|
-
|
|
|
515
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
515
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
- |
|
|
-
|
|
|
36,425
|
|
|
36,425
|
|
Other
comprehensive income- net unrealized gain on available-for-sale
securities
|
|
|
-
|
|
|
-
|
|
|
117 |
|
|
-
|
|
|
-
|
|
|
117
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
December 31, 2006
|
|
|
9,823
|
|
|
134,826
|
|
|
935 |
|
|
-
|
|
|
34,541
|
|
|
180,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
- common stock
|
|
|
-
|
|
|
-
|
|
|
- |
|
|
-
|
|
|
(3,612
|
)
|
|
(3,612
|
)
|
Shares
issued through dividend reinvestment plan
|
|
|
20
|
|
|
451
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
471
|
|
Compensation
expense - restricted stock
|
|
|
-
|
|
|
159
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
159
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
- |
|
|
-
|
|
|
3,146
|
|
|
3,146
|
|
Other
comprehensive income- net unrealized loss on available-for-sale
securities
|
|
|
-
|
|
|
-
|
|
|
(72 |
) |
|
-
|
|
|
-
|
|
|
(72
|
)
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
March 31, 2007
|
|
$
|
9,843
|
|
$
|
135,436
|
|
$
|
863
|
|
$
|
-
|
|
$
|
34,075
|
|
$
|
180,217
|
|
See
accompanying notes to consolidated financial statements.
ONE
LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Amounts
in Thousands)
(Unaudited)
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
Net
income
|
|
$
|
3,146
|
|
$
|
3,070
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
Gain
on sale
|
|
|
(117
|
)
|
|
(227
|
)
|
Increase
in rental income from straight-lining of rent
|
|
|
(620
|
)
|
|
(360
|
)
|
(Increase)
decrease in rental income from amortization of intangibles relating
to
leases
|
|
|
(63
|
)
|
|
8
|
|
Amortization
of restricted stock expense
|
|
|
159
|
|
|
106
|
|
Equity
in earnings of unconsolidated joint ventures
|
|
|
(144
|
)
|
|
(774
|
)
|
Gain
on disposition of real estate related to unconsolidated joint
venture
|
|
|
(583
|
)
|
|
-
|
|
Distributions
of earnings from unconsolidated joint ventures
|
|
|
124
|
|
|
740
|
|
Depreciation
and amortization
|
|
|
2,087
|
|
|
1,554
|
|
Amortization
of financing costs
|
|
|
161
|
|
|
140
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
(Increase)
decrease in escrow, deposits and other receivables
|
|
|
31
|
|
|
(273
|
)
|
Increase
in accrued expenses and other liabilities
|
|
|
(149
|
)
|
|
(254
|
)
|
Net
cash provided by operating activities
|
|
|
4,032
|
|
|
3,730
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
Purchase
of real estate and improvements
|
|
|
(30
|
)
|
|
(161
|
)
|
Distributions
of return of capital from unconsolidated joint ventures
|
|
|
87
|
|
|
80
|
|
Net
proceeds from sale of option to purchase property
|
|
|
-
|
|
|
227
|
|
Net
proceeds from sale of available-for-sale securities
|
|
|
158
|
|
|
4
|
|
Purchase
of available-for-sale securities
|
|
|
(506
|
)
|
|
-
|
|
Net
cash (used in) provided by investing activities
|
|
|
(291
|
)
|
|
150
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
Repayment
of mortgages payable
|
|
|
(1,170
|
)
|
|
(908
|
)
|
Payment
of financing costs
|
|
|
(685
|
)
|
|
(8
|
)
|
Increase
in restricted cash
|
|
|
(91
|
)
|
|
-
|
|
Cash
distributions - common stock
|
|
|
(3,587
|
)
|
|
(3,255
|
)
|
Issuance
of shares through dividend reinvestment plan
|
|
|
471
|
|
|
202
|
|
Net
cash used in financing activities
|
|
|
(5,062
|
)
|
|
(3,969
|
)
|
|
|
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
|
(1,321
|
)
|
|
(89
|
)
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of period
|
|
|
34,013
|
|
|
26,749
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
$
|
32,692
|
|
$
|
26,660
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
Cash
paid during the period for interest
|
|
$
|
3,565
|
|
$
|
2,792
|
|
See
accompanying notes to consolidated financial statements.
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
Note
1 -
Organization
and Background
One
Liberty Properties, Inc. (the “Company”) was incorporated in 1982 in the state
of Maryland. The Company is a self-administered and self-managed real estate
investment trust (“REIT”). The Company acquires, owns and manages a
geographically diversified portfolio of retail, including retail furniture
stores, industrial, office, flex, health and fitness and other properties,
a
substantial portion of which are under long-term net leases. As of March 31,
2007, the Company owns 65 properties, holds a 50% tenancy in common interest
in
one property and participates in seven joint ventures which own a total of
five
properties, including one vacant property that is held for sale. The 71
properties are located in 28 states.
Note
2 -
Basis
of Preparation
The
accompanying interim unaudited consolidated financial statements as of March
31,
2007 and 2006 and for the three months ended March 31, 2007 and 2006 reflect
all
normal recurring adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for such interim periods. The results
of
operations for the three months ended March 31, 2007 are not necessarily
indicative of the results for the full year.
The
preparation of the financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
The
consolidated financial statements include the accounts and operations of One
Liberty Properties, Inc. and its wholly-owned subsidiaries (collectively, the
“Company”). Material intercompany items and transactions have been eliminated.
The Company accounts for its investments in unconsolidated joint ventures under
the equity method of accounting as the Company (1) is primarily the managing
member but does not exercise substantial operating control over these entities
pursuant to EITF 04-05, and (2) such entities are not variable-interest entities
pursuant to FASB Interpretation No. 46R, “Consolidation of Variable Interest
Entities”. These investments are recorded initially at cost, as investments in
unconsolidated joint ventures, and subsequently adjusted for equity in earnings
and cash contributions and distributions.
Certain
amounts reported in previous consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform
to
the current year's presentation.
These
statements should be read in conjunction with the consolidated financial
statements and related notes which are included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2006.
Note
3 -
Earnings
Per Common Share
For
the
three months ended March 31, 2007 and 2006, basic earnings per share were
determined by dividing net income for the period by the weighted average number
of shares of the Company’s Common Stock outstanding, which includes unvested
restricted stock during each period.
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
(Continued)
Note
3 -
Earnings
Per Common Share (Continued)
Diluted
earnings per share reflect the potential dilution that could occur if securities
or other contracts exercisable for, or convertible into, Common Stock were
exercised or converted or resulted in the issuance of Common Stock that shared
in the earnings of the Company. For the three months ended March 31, 2007 and
2006, diluted earnings per share were determined by dividing net income for
the
period by the total of the weighted average number of shares of Common Stock
outstanding plus the dilutive effect of the Company’s outstanding options (-0-
and 3,468 for the three months ended March 31, 2007 and 2006, respectively)
using the treasury stock method.
Note
4 -
Investment
in Unconsolidated Joint Ventures
At
March
31, 2007 the Company is a member in seven unconsolidated joint ventures which
own and operate five properties. The Company is the managing member of two
joint
ventures, which are between the Company and MTC Investors LLC, an unrelated
party, which sold its nine movie theater properties in September and October
2006. After these sales, the one remaining real estate asset of these two joint
ventures was a vacant parcel of land located in Monroe, New York which was
sold
on March 14, 2007 for a consideration of $1,250,000 to a former tenant of the
joint venture as part of an overall settlement of a litigation with that former
tenant. See Note 12. This property had a net book value of $40,000 after direct
write downs totaling $3,162,000 taken in prior periods. In the three months
ended March 31, 2007, the joint venture realized a gain on sale of this property
of $1,166,000, of which the Company’s 50% share is $583,000. At March 31, 2007
and December 31, 2006, the Company’s equity investment in these two joint
ventures totaled $838,000 and $284,000, respectively, and they contributed
$4,000 and $661,000 in equity earnings for the three months ended March 31,
2007
and 2006, respectively.
The
remaining five unconsolidated joint ventures each own one property. At March
31,
2007 and December 31, 2006, the Company’s equity investment in these five joint
ventures totaled $6,659,000 and $6,730,000, respectively. These unconsolidated
joint ventures contributed $140,000 and $113,000 in equity earnings for the
three months ended March 31, 2007 and 2006, respectively.
Note
5 -
Line
of Credit
On
March
15, 2007 the Company closed an amendment to its existing $62,500,000 revolving
credit facility (“Facility”) with VNB New York Corp. (formerly Valley National
Bank), Bank Leumi USA, Israel Discount Bank of New York and Manufacturers and
Traders Trust Company. The amendment extended its maturity date from March
31,
2007 to March 31, 2010 and reduced the interest rate to the lower of LIBOR
plus
2.15% (formerly 2.5%) or the bank’s prime rate on funds borrowed. The facility
provides for an unused facility fee of ¼%. Substantially all material covenants
remained the same. In connection with the amendment, the Company paid
approximately $650,000 in fees and closing costs which are being amortized
over
the term of the Facility.
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
(Continued)
Note
6 -
New
Compensation and Services Agreement
Effective
as of January 1, 2007, the Company entered into a Compensation and Services
Agreement with Majestic Property Management Corp., a company wholly-owned by
the
Company’s Chairman and Chief Executive Officer and in which certain of the
Company’s executive officers are officers and from which they receive
compensation. Under the terms of the agreement, Majestic assumed the Company’s
obligations to make payments to Gould Investors LP (and other affiliated
entities) under the Shared Services Agreement and agreed to provide to the
Company the services of all affiliated executive, administrative, legal,
accounting and clerical personnel that the Company has heretofore utilized
on a
part-time (as needed) basis and for which the Company had paid, as a
reimbursement, an allocated portion of the payroll expenses of such personnel
in
accordance with the Shared Services Agreement. Accordingly, the Company will
no
longer incur any allocated payroll expenses. Under the terms of the agreement,
Majestic (or its affiliates) will continue to provide to the Company certain
property management services, property acquisition, sales and leasing services
and mortgage brokerage services that it has provided in the past, and the
Company will not incur any fees or expenses for such services except for the
annual fees described below. As consideration for providing to the Company
the
services of such personnel, property management services, property acquisition,
sales and leasing counseling services and mortgage brokerage services, in 2007
the Company will pay Majestic an annual fee of $2,125,000 and an additional
payment of $175,000 for the Company’s share of all direct office expenses. In
addition to the annual fee, the agreement calls for the Company to pay to the
Company’s Chairman and Chief Executive Officer, compensation of $250,000 per
annum.
Note
7 -
Discontinued
Operations
The
following is a summary of income from discontinued operations, for the three
months ended March 31, 2007 and 2006 applicable to the property sold on October
5, 2006 and to the five properties sold in the year ended December 31, 2005
(amounts in thousands):
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Rental
income
|
|
$
|
-
|
|
$
|
303
|
|
Other
income
|
|
|
115
|
|
|
-
|
|
Total
revenues
|
|
|
115
|
|
|
303
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
-
|
|
|
58
|
|
Real
estate expenses
|
|
|
10
|
|
|
-
|
|
Interest
expense
|
|
|
-
|
|
|
107
|
|
Total
expenses
|
|
|
10
|
|
|
165
|
|
|
|
|
|
|
|
|
|
Income
from discontinued operations
|
|
$
|
105
|
|
$
|
138
|
|
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
(Continued)
Note
8 -
Common
Stock Dividend Distribution
On
March
13, 2007, the Board of Directors declared a quarterly cash distribution of
$.36
per share, totaling $3,612,000, on the Company's Common Stock which was paid
on
April 4, 2007 to stockholders of record on March 26, 2007.
Note
9 -
Comprehensive
Income
Comprehensive
income for the three months ended March 31, 2007 and 2006 are as follows
(amounts in thousands):
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
Net
income
|
|
$
|
3,146
|
|
$
|
3,070
|
|
Other
comprehensive income -
|
|
|
|
|
|
|
|
Unrealized
(loss) gain on
|
|
|
|
|
|
|
|
|
|
|
(72
|
)
|
|
109
|
|
Comprehensive
income
|
|
$
|
3,074
|
|
$
|
3,179
|
|
Accumulated
other comprehensive income, which is solely comprised of the net unrealized
gain
on available-for-sale securities was $863,000 and $935,000 at March 31, 2007
and
December 31, 2006, respectively.
Note
10 -
Restricted
Stock
The
Company adopted the provisions of Statement of Financial Accounting Standards
(“SFAS”) No. 123R, “Share-Based Payments”, effective January 1, 2006. SFAS No.
123R established financial accounting and reporting standards for stock-based
employee compensation plans, including all
arrangements
by which employees receive shares of stock or other equity instruments of the
employer, or the employer incurs liabilities to employees in amounts based
on
the price of the employer’s stock. The statement also defined a fair value based
method of accounting for an employee stock option or similar equity instrument
whereby the fair-value is recorded based on the market value of the common
stock
on the grant date and is amortized to general and administrative expense over
the respective vesting periods.
The
Company’s 2003 Stock Incentive Plan (the “Incentive Plan”), approved by the
Company’s stockholders in June 2003, provides for the granting of restricted
shares. The maximum number of shares of the Company’s common stock that may be
issued pursuant to the Incentive Plan is 275,000. The restricted stock grants
are valued at the fair value as of the date of the grant and specify vesting
upon the fifth anniversary of the date of grant and under certain circumstances
may vest earlier. For accounting purposes, the restricted stock is not included
in the outstanding shares shown on the balance sheet until they vest. The value
of such grants is initially deferred, and amortization of amounts deferred
is
being charged to operations over the respective vesting periods.
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
(Continued)
Note
10 -
Restricted
Stock (Continued)
|
|
Three
Months Ended
|
|
|
|
March
31,
|
|
|
|
2007
|
|
2006
|
|
Restricted
share grants
|
|
|
51,225
|
|
|
50,050
|
|
Average
per share grant price
|
|
$
|
24.50
|
|
$
|
20.66
|
|
Recorded
as deferred compensation
|
|
$
|
1,255,000
|
|
$
|
1,034,000
|
|
|
|
|
|
|
|
|
|
Total
charge to operations,
|
|
|
|
|
|
|
|
all
outstanding restricted grants
|
|
$
|
159,000
|
|
$
|
106,000
|
|
|
|
|
|
|
|
|
|
Non-vested
shares:
|
|
|
|
|
|
|
|
Non-vested
beginning of period
|
|
|
140,175
|
|
|
92,725
|
|
Grants
|
|
|
51,225
|
|
|
50,050
|
|
Vested
during period
|
|
|
-
|
|
|
-
|
|
|
|
|
-
|
|
|
-
|
|
Non-vested
end of period
|
|
|
191,400
|
|
|
142,775
|
|
Through
March 31, 2007, a total of 193,150 shares were issued and 81,850 shares remain
available for grant pursuant to the Incentive Plan, and approximately $2,846,000
remains as deferred compensation and will be charged to expense over the
remaining weighted average vesting period of approximately 3.4
years.
Note
11 -
New
Accounting Pronouncements
In
July
2006, the FASB issued Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes”
(“FIN
48”). This interpretation, among other things, creates a two step approach for
evaluating uncertain tax positions. Recognition (step one) occurs when an
enterprise concludes that a tax position, based solely on its technical merits,
is more-likely-than-not to be sustained upon examination. Measurement (step
two)
determines the amount of benefit that more-likely-than-not will be realized
upon
settlement. Derecognition of a tax position that was previously recognized
would
occur when a company subsequently determines that a tax position no longer
meets
the more-likely-than-not threshold of being sustained. FIN 48 specifically
prohibits the use of a valuation allowance as a substitute for derecognition
of
tax positions, and it has expanded disclosure requirements. FIN 48 is effective
for fiscal years beginning after December 15, 2006, in which the impact of
adoption should be accounted for as a cumulative-effect adjustment to the
beginning balance of retained earnings. The Company has adopted FIN 48 and
determined that it has no material effect on its consolidated financial
statements.
In
September 2006, the FASB issued Statement No. 157, “Fair
Value Measurements” (“SFAS
No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets
and liabilities. This statement clarifies the principle that fair value should
be based on the assumptions that market participants would use when pricing
the
asset or liability. SFAS No.157 establishes a fair value hierarchy, giving
the
highest priority to quoted prices in active markets and the lowest priority
to
unobservable data. SFAS No. 157 applies whenever other standards require assets
or liabilities to be measured at fair value. This statement is effective in
fiscal years beginning after November 15, 2007.
The
Company believes that the adoption of this standard on January 1, 2008 will
not
have a material effect on its consolidated financial
statements.
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
(Continued)
Note
11 -
New
Accounting Pronouncements (Continued)
In
February 2007, the FASB issued Statement No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities” ("SFAS No.
159") SFAS
No.
159 provides companies with an option to report
selected financial assets and liabilities at fair value. The Standard’s
objective is to reduce both complexity in accounting for financial instruments
and the volatility in earnings caused by measuring related assets and
liabilities differently. The FASB believes that SFAS No. 159 helps to mitigate
this type of accounting-induced volatility by enabling companies to report
related assets and liabilities at fair value, which would likely reduce the
need
for companies to comply with detailed rules for hedge accounting. SFAS No.
159
also establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes
for
similar types of assets and liabilities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year beginning after November 15, 2007.
Early adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that fiscal
year and also elects to apply the provisions of SFAS No. 157. The Company is
evaluating SFAS No. 159 and has not yet determined the impact the adoption
will
have on its consolidated financial statements, but it is not expected to be
significant.
Note
12 -
Legal
Matters
In
July
2005, the Company’s former president and chief executive officer, who was also a
member of its board of directors, resigned following the discovery of what
appeared to be inappropriate financial dealings by him with a former tenant
of a
property owned by a joint venture in which the Company is a 50% partner and
the
managing member. The Company reported this matter to the Securities and Exchange
Commission in July 2005. The Audit Committee of the Board of Directors conducted
an investigation of this matter and related matters and retained special counsel
to assist the Committee in its investigation. This investigation was completed
and the Audit Committee and its special counsel, based on the materials gathered
and interviews conducted, found no evidence that any other officer or employee
of the Company was aware of, or knowingly assisted, our former president and
chief executive officer’s inappropriate financial dealings.
In
June
2006, the Company announced that it had received notification of a formal order
of investigation from the SEC. Management believes that the matters being
investigated by the SEC focuses on the improper payments received by the
Company’s president and chief executive officer. The SEC also requested
information regarding “related party transactions” between the Company and
entities affiliated with it and with certain of the Company’s officers and
directors and compensation paid to certain of the Company’s officers by these
affiliates. The SEC and the Company’s Audit Committee have conducted
investigations concerning these issues. The Company believes that these
investigations have been substantially completed.
One
Liberty Properties, Inc. and Subsidiaries
Notes
to
Consolidated Financial Statements
(Continued)
Note
12 -
Legal
Matters (Continued)
In
August
2005, the former tenant commenced litigation in the Supreme Court of the State
of New York, Nassau County against the Company, certain of its affiliated
entities, the Company’s former president and chief executive officer, and an
entity controlled by the Company’s former president and chief executive officer.
In the litigation, the former tenant alleged, as against the Company’s former
president and chief executive officer, the entity controlled by him, the Company
and its affiliated entities, fraud, breach of contract, intentional tort,
negligent supervision, respondeat superior, negligent misrepresentation,
tortious interference with prospective economic relations and conduct in
violation of the Racketeer Influenced and Corrupt Organizations Act (“RICO”). On
the same date that the complaint was filed against the Company and affiliated
entities, the Company filed suit in the Supreme Court of the State of New York,
Nassau County against the former tenant, the former tenant’s principal, the
Company’s former president and chief executive officer, the entity controlled by
him and others alleging conspiracy to defraud, commercial bribery, fraud, breach
of fiduciary duty, tortious interference, intentional tort, violation of the
New
York Enterprise Corruption Act, respondeat superior, unjust enrichment and
violations of RICO.
The
two
actions were consolidated for all purposes on motion by both parties. On March
14, 2007, the consolidated actions were settled with respect to all parties,
except that the action brought by the Company against its former president
and
chief executive officer and persons affiliated with him is continuing. Under
the
terms of the settlement agreement, a designee of the former tenant purchased,
from a joint venture in which the Company is a 50% joint venture partner, a
vacant property located in Monroe, New York, for a consideration of $1,250,000
(book value of $40,000 after write downs totaling $3,162,000) and the parties
exchanged releases.
Forward-Looking
Statements
With
the
exception of historical information, this quarterly report on Form 10-Q contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended. We intend such forward-looking statements
to
be covered by the safe harbor provision for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and include this
statement for purposes of complying with these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
our future plans, strategies and expectations, are generally identifiable by
use
of the words "may," "will," "believe," "expect," "intend," "anticipate,"
"estimate," "project," or similar expressions or variations thereof.
Forward-looking statements should not be relied on since they involve known
and
unknown risks, uncertainties and other factors which are, in some cases, beyond
our control and which could materially affect actual results, performance or
achievements. Investors are cautioned not to place undue reliance on any
forward-looking statements.
Overview
We
are a
self-administered and self-managed real estate investment trust, or REIT, and
we
primarily own real estate that we net lease to tenants. As of March 31, 2007
we
own 65 properties, hold a 50% tenancy in common interest in one property and
participate in seven joint ventures which own a total of five properties. These
71 properties are located in 28 states.
We
have
elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended. To qualify as a REIT, we must meet a number of organizational and
operational requirements, including a requirement that we distribute currently
at least 90% of ordinary taxable income to our stockholders. We intend to comply
with these requirements and to maintain our REIT status.
Our
principal business strategy is to acquire improved, commercial properties
subject to long-term net leases. We acquire properties for their value as
long-term investments and for their ability to generate income over an extended
period of time. We have borrowed funds in the past to finance the purchase
of
real estate and we expect to do so in the future.
Our
rental properties are generally leased to corporate tenants under operating
leases substantially all of which are noncancellable. Substantially all of
our
lease agreements are net lease arrangements that require the tenant to pay
not
only rent, but also substantially all of the operating expenses of the leased
property, including maintenance, taxes, utilities and insurance. A majority
of
our lease agreements provide for periodic rental increases and certain of our
other leases provide for increases based on the consumer price
index.
At
March
31, 2007, excluding mortgages payable of our unconsolidated joint ventures,
we
had 36 outstanding mortgages payable, aggregating approximately $220.2 million
in principal amount, each of which is secured by a first lien on real estate
properties. The real properties securing our outstanding mortgages payable
have
an aggregate carrying value of approximately $352 million before accumulated
depreciation. The mortgages bear interest at fixed rates ranging from 5.13%
to
8.8%, and mature between 2007 and 2037. In addition, we had one loan payable
outstanding with a principal amount of $6.6 million, bearing interest at 6.25%
and maturing in 2018.
Results
of Operations
Comparison
of Three Months Ended March 31, 2007 and 2006
Revenues
Rental
income increased by $2.3 million, or 31.8%, to $9.6 million for the three months
ended March 31, 2007 from $7.3 million for the three months ended March 31,
2006. The increase in rental income is primarily due to rental revenues earned
during the three months ended March 31, 2007 on 22 properties acquired by us
between April 2006 and December 2006.
Operating
Expenses
Depreciation
and amortization expense increased by $591,000, or 39.5%, to $2.1 million for
the three months ended March 31, 2007. The increase in depreciation and
amortization expense was due to the acquisition of 22 properties between April
2006 and December 2006.
General
and administrative expenses increased by $593,000, or 53.8%, to $1.7 million
for
the three months ended March 31, 2007. The increase was due to a number of
factors, including an increase of $243,000 resulting from the implementation
of
the Compensation and Services Agreement which became effective on January 1,
2007. This agreement, pursuant to which the Company’s obligations under a Shared
Services Agreement were assumed by Majestic Property Management Corp., a related
party, requires that the services of all affiliated executive, administrative,
legal, accounting and clerical personnel that we use on an “as-needed”, part
time basis, as well as certain property management services, property
acquisition, sales and leasing and mortgage brokerage services be provided
to us
by Majestic Property Management Corp. for an annual fee. The increase in general
and administrative expenses in the three months ended March 31, 2007 also
includes a $173,000 increase in professional fees (legal, accounting and fees
of
an independent compensation consultant retained by the Compensation Committee
of
our Board of Directors). Additionally, in the three months ended March 31,
2007,
general and administration expenses increased due to a $50,000 increase in
our
chairman’s fee pursuant to the Compensation and Services Agreement, a $53,000
increase in compensation expense relating to our restricted stock program and
a
$48,000 increase in payroll and payroll related expenses, primarily resulting
from an additional employee and salary increases.
The
three
months ended March 31, 2007 includes $36,000 of federal excise tax based on
taxable income generated but not yet distributed. There was no such tax in
the
three months ended March 31, 2006.
Real
estate expenses increased by $13,000, or 22.4%, for the three months ended
March
31, 2007, resulting primarily from an increase in insurance
expense.
Other
Income and Expenses
Our
equity in earnings of unconsolidated joint ventures decreased by $630,000,
or
81.4%, to $144,000 for the three months ended March 31, 2007. This decrease
resulted from the reduction in income producing properties following the
September and October 2006 sales of nine movie theater properties by two of
our
unconsolidated joint ventures. These properties had generated income of $661,000
in the three months ended March 31, 2006. This decrease was offset in part
by an
increase in our equity share of earnings of our five other unconsolidated joint
ventures.
Gain
on
disposition of real estate of unconsolidated joint venture results from the
sale
of the last real estate asset owned by one of our movie theater joint ventures.
This vacant parcel of land, located in Monroe, New York, was sold for a
consideration of $1.25 million to a former tenant of the joint venture as part
of an overall settlement of a litigation with that former tenant. See Note
12.
The joint venture recognized a gain of $1.2 million, of which our 50% share
is
$583,000.
Interest
and other income increased by $368,000 to $584,000, or 170%, for the three
months ended March 31, 2007. The increase in interest and other income for
the
three months ended March 31, 2007 results substantially from our investment
in
short-term cash equivalents of the distributions received from the movie theater
joint ventures upon the sale of its nine theater properties in September and
October 2006. Also contributing to the increase in interest and other income
is
a $117,000 gain on sale of available-for-sale securities.
Interest
expense increased by $1 million, or 38.7%, to $3.7 million for the three months
ended March 31, 2007. This increase results from mortgages placed on ten
properties between April 2006 and December 2006 and the assumption of a mortgage
in connection with the purchase of 11 properties in April 2006.
Amortization
of deferred financing costs increased by $22,000, or 15.8%, to $161,000 for
the
three months ended March 31, 2007. The increase results from the amortization
of
deferred mortgage costs during the three months ended March 31, 2007 resulting
from mortgages placed on 21 properties between April 2006 and December
2006.
During
February 2006, we sold an option to buy an interest in certain property adjacent
to one of our properties and recognized a gain on the sale of
$227,000.
Discontinued
Operations
Discontinued
operations decreased by $33,000, or 23.9%, to $105,000 for the three months
ended March 31, 2007. The three months ended March 31, 2006 includes net
operating income of $138,000 from a property we sold in October 2006. This
decrease was offset in part by our receipt of an insurance settlement for
another property (sold in a prior year) in the three months ended March 31,
2007.
Liquidity
and Capital Resources
We
had
cash and cash equivalents of approximately $32.7 million at March 31, 2007.
Our
primary sources of liquidity are cash and cash equivalents, cash generated
from
operating activities, including mortgage financings and property dispositions,
and our revolving credit facility. We have a $62.5 million revolving credit
facility with VNB New York Corp., Bank Leumi USA, Manufacturers and Traders
Trust Company and Israel Discount Bank of New York. The facility is available
to
us to pay down existing and maturing mortgages, to fund the acquisition of
properties or to invest in joint ventures. The facility matures on March 31,
2010. Borrowings under the facility bear interest at the lower of LIBOR plus
2.15% or the bank's prime rate, and there is an unused facility fee of
one-quarter of 1% per annum. Net proceeds received from the sale or refinancing
of properties are required to be used to repay amounts outstanding under the
facility if proceeds from the facility were used to purchase or refinance such
properties. There is no outstanding balance at March 31, 2007.
We
actively engage in seeking additional property acquisitions and we are involved
in various stages of negotiation with respect to the acquisition of additional
properties. We will fund our future real estate acquisitions by using available
cash and cash equivalents, cash provided from operations, cash provided from
mortgage financings and property dispositions and funds available under our
credit facility.
We
had no
outstanding contingent commitments, such as guarantees of indebtedness, or
any
other contractual cash obligations, other than mortgage and loan payable debt,
at March 31, 2007.
Cash
Distribution Policy
We
have
elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended. To qualify as a REIT, we must meet a number of organizational and
operational requirements, including a requirement that we distribute currently
at least 90% of our ordinary taxable income to our stockholders. It is our
current intention to comply with these requirements and maintain our REIT
status. As a REIT, we generally will not be subject to corporate federal, state
or local income taxes on taxable income we distribute currently (in accordance
with the Internal Revenue Code and applicable regulations) to our stockholders.
If we fail to qualify as a REIT in any taxable year, we will be subject to
federal, state and local income taxes at regular corporate rates and may not
be
able to qualify as a REIT for four subsequent tax years. Even if we qualify
as a
REIT for federal taxation purposes, we may be subject to certain state and
local
taxes on our income and to federal income taxes on our undistributed taxable
income (i.e., taxable income not distributed in the amounts and in the time
frames prescribed by the Internal Revenue Code and applicable regulations
thereunder) and are subject to federal excise taxes on our undistributed
income.
It
is our
intention to pay to our stockholders no less than 90% of our taxable income
within the time periods prescribed by the Internal Revenue Code. It will
continue to be our policy to make sufficient cash distributions to stockholders
in order for us to maintain our REIT status under the Internal Revenue
Code.
Item
3. -
Quantitative
and Qualitative Disclosures About Market Risk
All
of
our long-term mortgage debt bears interest at fixed rates and accordingly,
the
effect of changes in interest rates would not impact the amount of interest
expense that we incur under these mortgages. Our credit line is a variable
rate
facility which is sensitive to interest rates. However, for the three months
ended March 31, 2007, there was no balance outstanding on the credit line,
and
thus, the effect of changes in interest rates would not impact the amount of
interest expense incurred during this period.
Item
4. -
Controls
and Procedures
As
required under Rules 13a-15 (e) and 15d-15 (e) under the Securities Exchange
Act
of 1934, as amended, we carried out an evaluation under the supervision and
with
the participation of our management, including our Chief Executive Officer
and
Chief Financial Officer, of the effectiveness of the design and operation of
our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of March 31, 2007 are effective.
There
were no changes in our internal control over financial reporting (as defined
in
Rule 13a-15(f) under the Securities Exchange Act of 1934) during the three
months ended March 31, 2007 that materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
PART
II -
OTHER INFORMATION
Item
1.
Legal
Proceedings
In
July
2005, our former president and chief executive officer, who was also a member
of
our board of directors, resigned following the discovery of what appeared to
be
inappropriate financial dealings by him with a former tenant of a property
owned
by a joint venture in which we are a 50% partner and the managing member. We
reported this matter to the Securities and Exchange Commission in July 2005.
The
Audit Committee of the Board of Directors conducted an investigation of this
matter and related matters and retained special counsel to assist the Committee
in its investigation. This investigation was completed and the Audit Committee
and its special counsel, based on the materials gathered and interviews
conducted, found no evidence that any other officer or employee of our company
was aware of, or knowingly assisted, our former president and chief executive
officer’s inappropriate financial dealings.
In
June
2006, we announced that we had received notification of a formal order of
investigation from the SEC. Management believes that the matters being
investigated by the SEC focuses on the improper payments received by our
president and chief executive officer. The SEC also requested information
regarding “related party transactions” between us and entities affiliated with
us and with certain of our officers and directors and compensation paid to
certain of our officers by these affiliates. The SEC and our Audit Committee
have conducted investigations concerning these issues. We believe that these
investigations have been substantially completed.
In
August
2005, the former tenant commenced litigation in the Supreme Court of the State
of New York, Nassau County against us, certain of our affiliated entities,
our
former president and chief executive officer, and an entity controlled by our
former president and chief executive officer. In the litigation, the former
tenant alleged, as against our former president and chief executive officer,
the
entity controlled by him, us and our affiliated entities, fraud, breach of
contract, intentional tort, negligent supervision, respondeat superior,
negligent misrepresentation, tortious interference with prospective economic
relations and conduct in violation of the Racketeer Influenced and Corrupt
Organizations Act (“RICO”). On the same date that the complaint was filed
against us and our affiliated entities, we filed suit in the Supreme Court
of
the State of New York, Nassau County against our former tenant, the former
tenant’s principal, our former president and chief executive officer, the entity
controlled by him and others. Our complaint alleged conspiracy to defraud,
commercial bribery, fraud, breach of fiduciary duty, tortious interference,
intentional tort, violation of the New York Enterprise Corruption Act,
respondeat superior, unjust enrichment and violations of RICO.
The
two
actions were consolidated for all purposes on motion by both parties. On March
14, 2007, the consolidated actions were settled with respect to all parties,
except that the action brought by us against our former president and chief
executive officer and persons affiliated with him is continuing. Under the
terms
of the settlement agreement, a designee of the former tenant purchased, from
a
joint venture in which we are a 50% joint venture partner, a vacant property
located in Monroe, New York, for a consideration of $1,250,000 and the parties
exchanged releases.
Item
6.
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Exhibits
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Certification
of Chairman of the Board and Chief Executive Officer pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
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Exhibit
31.2
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Certification
of President pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
(Filed with this Form 10-Q.)
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Exhibit
31.3
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Certification
of Senior Vice President and Chief Financial Officer pursuant to
Section
302 of the Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
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Exhibit
32.1
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Certification
of Chairman of the Board and Chief Executive Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
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Exhibit
32.2
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Certification
of President pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(Filed with this Form 10-Q.)
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|
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|
|
Certification
of Senior Vice President and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002. (Filed with this Form
10-Q.)
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ONE
LIBERTY PROPERTIES, INC.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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One
Liberty Properties, Inc.
(Registrant)
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May
9, 2007 |
|
/s/
Patrick J. Callan, Jr. |
Date |
Patrick
J. Callan, Jr.
President
(authorized
officer)
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|
|
|
May
9, 2007 |
|
/s/
David W. Kalish |
Date |
David
W. Kalish
Senior
Vice President and
Chief
Financial Officer
(principal
financial officer)
|